Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
April 28 2021 - 5:15PM
Edgar (US Regulatory)
Registration
Statement No. 333-234311
Filed Pursuant to Rule 433
Supplementing the Preliminary
Prospectus Supplement
Dated April 28, 2021
(To Prospectus dated October 24, 2019)
Pricing
Term Sheet
Fixed-Rate
Notes due 2030 and 2036
The information in this pricing
term sheet relates only to the offering of euro-denominated notes (the “Euro Notes Offering”) and should be read together
with (i) the preliminary prospectus supplement dated April 28, 2021 relating to the Euro Notes Offering, filed pursuant to Rule
424(b) under the Securities Act of 1933, as amended, including the documents incorporated by reference therein, and (ii) the related
base prospectus dated October 24, 2019, which forms a part of Registration Statement No. 333-234311.
Issuer:
|
The
Coca-Cola Company
|
|
|
Security:
|
0.400% notes due 2030
0.950% notes due 2036
|
|
|
Offering
Format:
|
SEC
Registered
|
|
|
Principal
Amount:
|
€500,000,000 of 2030
notes
€500,000,000 of 2036
notes
|
|
|
Maturity
Date:
|
May 6, 2030 for 2030 notes
May 6, 2036 for 2036 notes
|
|
|
Spread
to Mid-Swap Yield:
|
+40 bps for 2030 notes
+60 bps for 2036 notes
|
|
|
Mid-Swap
Yield:
|
0.039% for 2030 notes
0.376% for 2036 notes
|
|
|
Yield
to Maturity:
|
0.439% for 2030 notes
0.976% for 2036 notes
|
|
|
Coupon:
|
0.400% per year for 2030
notes
0.950% per year for 2036
notes
|
Interest
Payment Dates:
|
Annually on May 6, commencing
on May 6, 2022 for the 2030 notes
Annually on May 6, commencing
on May 6, 2022 for the 2036 notes
|
|
|
Price
to Public:
|
99.657% of principal amount
for 2030 notes
99.639% of principal amount
for 2036 notes
|
|
|
Underwriting
Discounts:
|
0.440% of principal amount
for 2030 notes
0.530% of principal amount
for 2036 notes
|
|
|
Proceeds
to Issuer:
|
99.217% of principal amount
for 2030 notes
99.109% of principal amount
for 2036 notes
|
|
|
Benchmark
Security:
|
DBR 0.000% due February 15,
2030 for 2030 notes
DBR 0.000% due May 15, 2035
for 2036 notes
|
|
|
Benchmark
Security Yield:
|
-0.316% for 2030 notes
0.000% for 2036 notes
|
|
|
Benchmark
Security Price:
|
102.820 for 2030 notes
100.000 for 2036 notes
|
|
|
Spread
to Benchmark Security:
|
+75.5 bps for 2030 notes
+97.6 bps for 2036 notes
|
|
|
Make-Whole
Call:
|
Bund +15 bps for 2030 notes
Bund +15 bps for 2036 notes
|
|
|
Use
of Proceeds:
|
The
Coca-Cola Company expects to use the net proceeds from the offering, together with cash on hand, for the purchase of the euro-denominated
notes tendered pursuant to the Tender Offers (as defined in the preliminary prospectus supplement) and the payment of related
accrued and unpaid interest, premiums, fees and expenses. The Coca-Cola Company may reallocate the net proceeds depending
on market and other conditions in effect at the time for general corporate purposes. The offering is not conditioned upon
the completion of the Expected Notes Offering (as defined in the preliminary prospectus supplement) or the Tender Offers.
|
|
|
Day
Count Convention:
|
Actual
/ Actual (ICMA)
|
|
|
Trade
Date:
|
April
28, 2021
|
Settlement
Date*:
|
May
6, 2021
|
|
|
Listing:
|
The
Coca-Cola Company intends to apply to list the notes on the New York Stock Exchange.
|
|
|
ISIN
/ Common Code / CUSIP:
|
XS2339398971 / 233939897
/ 191216 DM9 for 2030 notes
XS2339399359 / 233939935
/ 191216 DN7 for 2036 notes
|
|
|
Denominations:
|
€100,000
and integral multiples of €1,000 in excess thereof
|
|
|
Expected
Ratings**:
|
A1 by Moody’s Investors
Service, Inc.
A+ by Standard & Poor’s
Ratings Services
|
|
|
MiFID II Target Market
and PRIIPS and UK MiFIR
and UK PRIIPs:
|
MiFID II professionals/ECPs-only
/ No PRIIPs KID – Manufacturer target market (MiFID II product governance) is eligible counterparties and professional
clients only (all distribution channels). No PRIIPs key information document (KID) has been prepared as not available
to retail in EEA.
UK MiFIR professionals/ECPs-only
/ No UK PRIIPs KID – Manufacturer target market (UK MiFIR product governance) is eligible counterparties and professional
clients only (all distribution channels). No PRIIPs key information document (KID) has been prepared as not available
to retail in UK.
|
|
|
Underwriters:
|
Joint Book-Running Managers:
Citigroup Global Markets
Limited
J.P. Morgan Securities plc
Merrill Lynch International
|
|
|
|
Co-Managers:
Drexel Hamilton, LLC
Mischler Financial Group,
Inc.
|
|
|
Stabilization:
|
Stabilization/FCA
|
*Note: Under Rule 15c6-1 under
the Securities Exchange Act of 1934, trades in the secondary market are required to settle in two business days, unless the parties
to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on the date of pricing or the
next three succeeding business days will be required to specify an alternate settlement arrangement at the time of any such trade
to prevent a failed settlement.
**Note: A securities rating
is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
The issuer has filed a
registration statement (including a prospectus) with the U.S. Securities and Exchange Commission (SEC) for the offering to which
this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents
the issuer has filed with the SEC for more complete information about the issuer and the offering.
You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter
or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Citigroup Global
Markets Limited toll free at 1-800-831-9146, J.P. Morgan Securities plc collect at +44-2007-134-2468, or Merrill Lynch International
toll free at 1-800-294-1322.
Any legends, disclaimers
or other notices that may appear below are not applicable to this communication and should be disregarded. Such legends, disclaimers
or other notices have been automatically generated as a result of this communication having been sent via Bloomberg or another
system.
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